CHPG SEC filings, in plain English
Everything ChampionsGate Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026, filed by ChampionsGate Acquisition Corp, a blank check company still searching for a business combination. Trust per share increased from $10.29 to $10.47 due to interest income. Working capital loan from sponsor increased to $334,815. Net income of $1.15 million for the six months. No business combination announced. Former CEO resigned and new CEO appointed (already reported in prior period). Disclosure controls and procedures found ineffective. Going concern doubt reiterated. Why it matters: The trust value per share continues to grow, which is positive for shareholders. However, the company has a working capital deficit and relies on sponsor loans. The ineffective disclosure controls raise governance concerns. The deadline is November 29, 2026, with possible extensions. No deal progress yet, increasing risk of liquidation if no combination is completed.
What changed vs 2026-05-15trust $77.6M → $78.3M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $77.6M$78.3M
- Combination deadline
- 2026-11-29 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 7.47M · unchanged
SpacBrain reads this as $686,681 was added to the trust between the two filings.
The clause “1 Prepaid expenses 54,076 73,418 Total Current Assets 70,694 90,669 Investments held in Trust Account 78,265,208 76,902,330 Total Assets $ 78,335,902 $ 76,992,999 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
The clause …“with such business combination. In addition, if we are unable to complete a Business Combination within the Combination Period by November 29, 2026, or up to August 29, 2027 if extended, our board of directors will proceed to commence”…
The clause …“without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of June 30, 2026,the Company had a working capital deficit of $ 285,727 . The Company expects to incur significant costs in”…
The clause “$ 0.0001 par value, 445,000,000 shares authorized, 1,142,125 shares (excluding 7,475,000 shares subject to possible redemption) issued and outstanding as of June 30, 2026 and December 31, 2025 114 114 Class B ordinary shares, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A amendment filing reporting beneficial ownership by Mangrove Partners IM, LLC and Nathaniel August for CHPG. The filing does not alter the 2026-11-29 termination deadline, the established $10.47 per share trust balance, extension timelines, target acquisition progress, or sponsor conduct. No shareholder count, purchase price, or percentage stake is disclosed. No attributable claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the excerpt. Why it matters: For investors tracking the redemption calendar and trust value, this functions as a routine compliance exhibit rather than a catalyst for exit timing or valuation reassessment. Without disclosed holding adjustments, voting leverage, or explicit statements on extension ballots, merger financing, or redemption elections, the filing does not change mechanical expectations ahead of the November 2026 window. Shareholders should review the complete EDGAR record to determine whether Mangrove Partners IM, LLC or Nathaniel August modified their positions, as undisclosed stake adjustments could signal sentiment relative to the SEARCHING status and deadline proximity.
What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2026. Trust value per share increased from $10.29 at December 31, 2025 to $10.38 at March 31, 2026; total trust assets grew to $77.58 million. Net income of $571,370 was recorded for the quarter (vs. net loss of $117,327 in Q1 2025), driven by $676,197 of interest and dividend income on trust investments. Working capital deficit widened to $182,396 from $77,569 at year-end 2025. Cash decreased to $16,862. The company continues to have substantial doubt about its ability to continue as a going concern. No business combination target has been announced; the deadline remains November 29, 2026 (with possible extensions). The former CEO resigned in July 2025; Timothy Lim was appointed CEO in October 2025. Why it matters: Trust value per share is now $10.38, above the $10.00 IPO price, providing a modest floor for redemptions. The ongoing working capital deficit and going concern warning highlight the urgency to complete a deal or face liquidation. The sponsor's working capital loans ($157,671 outstanding) and extension loan provisions (up to $1,495,000) provide flexibility but add dilution risk. The absence of a definitive agreement with less than 8 months to the initial deadline increases the risk of failure to complete a business combination, which would trigger redemption and liquidation.
What changed vs 2025-11-17trust $76.2M → $77.6M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $76.2M$77.6M
- Combination deadline
- not previously extracted2026-11-29
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 7.47M · unchanged
SpacBrain reads this as $1,410,969 was added to the trust between the two filings.
The clause “1 Prepaid expenses 51,847 73,418 Total Current Assets 68,709 90,669 Investments held in Trust Account 77,578,527 76,902,330 Total Assets $ 77,647,236 $ 76,992,999 Liabilities and Shareholders’ Deficit Current Liabilities Accounts payable”…
The clause …“with such business combination. In addition, if we are unable to complete a Business Combination within the Combination Period by November 29, 2026, or up to August 29, 2027 if extended, our board of directors will proceed to commence”…
The clause …“without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of March 31, 2026, the Company had a working capital deficit of $ 182,396 . The Company expects to incur significant costs in”…
The clause “$ 0.0001 par value, 445,000,000 shares authorized, 1,142,125 shares (excluding 7,475,000 shares subject to possible redemption) issued and outstanding as of March 31, 2026 and December 31, 2025 114 114 Class B ordinary shares, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G submission containing Exhibit 99 with dual Powers of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The attached exhibits update the internal authorization designating nineteen individuals—specifically Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret—to execute Rule 13f-1 and Regulation 13D-G filings on behalf of Goldman Sachs’ beneficial ownership positions. The filing states these Powers of Attorney were executed on July 16, 2025, supersede prior authorizations dated July 29, 2024 and October 1, 2024, remain effective until July 16, 2026 or until an individual’s employment terminates, and are governed by New York law. Managing Director Carey Ziegler signed both instruments as Attorney-in-Fact. Why it matters: This filing functions solely as an administrative compliance instrument; it does not modify, extend, or accelerate the SPAC’s November 29, 2026 liquidation deadline, nor does it disclose any changes to the trust account mechanics, redemption procedures, or proposed business combination status. Goldman Sachs and its affiliates maintain that the authorization exists exclusively to facilitate timely submission of beneficial ownership reports without requiring manual execution by senior management for each regulatory cycle. Because the exhibits contain no forward-looking statements, commercial metrics, operational disclosures, or target-related commitments, they provide no new intelligence regarding deal progress, sponsor conduct, or shareholder rights. The document remains purely procedural and carries no direct impact on investor redemption decisions.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by ChampionsGate Acquisition Corporation, a blank-check company still searching for a business combination. The company completed its IPO on May 29, 2025 (7,475,000 units at $10.00, gross $74.75 million; private placement $2.3 million). Trust account holds $76.9 million ($10.29 per share, up from $10.00 due to interest). Working capital deficit of $77,569; cash outside trust only $17,251. Going concern doubts raised. Former CEO resigned July 31, 2025; Timothy Lim appointed CEO/Chairman in October 2025. Sponsor's sole director/manager passed away in August 2025, creating control uncertainty. Material weaknesses in internal controls identified. Net income of $1.175 million solely from trust interest. Outstanding working capital loans of $151,671. No business combination announced; deadline November 29, 2026 (extendable to up to 27 months). Why it matters: Trust value per share of $10.29 provides a modest premium for redemptions. Extremely limited working capital raises risk of inability to operate until a deal closes. Sponsor control uncertainty after key person death may impair ability to fund extensions or close a transaction. Material weaknesses signal potential financial reporting risks. Investors must monitor for deal announcements, sponsor funding of extensions, and potential liquidation if no deal by deadline.
What changed: Form 12b-25 Notification of Late Filing reporting a delayed Form 10-K for the fiscal year ended December 31, 2025. This filing does not alter the redemption calendar, trust mechanics, or extension framework. It confirms ChampionsGate Acquisition Corp. remains in SEARCHING status with its contractual liquidation deadline of November 29, 2026 intact. The registrant notified the SEC that it could not file its annual report on time without incurring 'undue hardship and expense' due to internal information assembly, and projects filing within fifteen calendar days of the original due date. Why it matters: CFO Evan M. Graj and the registrant state an anticipated 'significant change in results of operations' for the fiscal year ended December 31, 2025, relative to the period from March 27, 2024 (inception) through December 31, 2024, attributing this shift entirely to the IPO consummated on May 29, 2025. The filing discloses the Company sold 7,475,000 units (including 975,000 units issued upon full exercise of the over-allotment option) at an offering price of $10.00 per Unit, generating total gross proceeds of $74,750,000.
What changed: SEC Form 12b-25, a Notification of Late Filing submitted by ChampionsGate Acquisition Corp for its delayed Form 10-Q covering the period ended September 30, 2025. ChampionsGate stated it 'encountered a delay in assembling the information and finalizing' its quarterly report, invoking Rule 12b-25(b) relief that the subject report would be filed no later than the fifth calendar day following the prescribed due date. Why it matters: For investors tracking a SEARCHING SPAC with a 2026-11-29 combination horizon, a late 10-Q does not trigger automatic redemption penalties or modify trust disbursement formulas, but it introduces a compliance lag that requires monitoring. If subsequent quarterly filings remain untimely, sponsors may face heightened scrutiny regarding audit readiness, internal controls, or capital deployment timelines ahead of a potential merger vote.
What changed: Form 10-Q quarterly report for the period ended September 30, 2025, the first such report following ChampionsGate Acquisition Corp's IPO on May 29, 2025. The SPAC completed its IPO and private placement, issuing 7,475,000 units at $10.00 each and 230,000 private units at $10.00 each, depositing $75.1 million in trust (now $76.2 million with interest). Trust per-share value stands at $10.19. The company reported a working capital deficit of $23,287. CEO Bala Padmakumar resigned July 31, 2025; Timothy Boon Liat Lim was appointed Chairman, CEO and director on October 17, 2025. No business combination target has been identified; no definitive agreement exists. Extension deadline is November 29, 2026 (18 months from IPO close), with two possible three-month extensions requiring sponsor deposits of up to $1.495 million total. Why it matters: Trust value per share ($10.19) exceeds the IPO price ($10.00), providing a small cushion for redemptions. The working capital deficit and going concern disclosure signal that the SPAC has limited cash outside trust to fund operations and search costs. The CEO resignation and replacement introduce leadership transition risk. The extended timeline (Nov 2026) gives a relatively long search window, but the sponsor's ability or willingness to fund extensions is not assured. No deal progress means shareholders face continued uncertainty and opportunity cost.
What changed vs 2025-08-15trust $75.4M → $76.2M +1%trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $75.4M$76.2M
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 7.47M · unchanged
SpacBrain reads this as $795,474 was added to the trust between the two filings.
The clause …“Current Assets 100,898 26,003 Deferred offering costs - 269,102 Investments held in Trust Account 76,167,558 - Total Assets $ 76,268,456 $ 295,105 Liabilities and Shareholder’s Deficit Current Liabilities Accounts payable and accrued”…
The clause …“without limitation, claims by vendors and prospective target businesses. 6 Going Concern Consideration As of September 30, 2025, the Company had a working capital deficit of $ 23,287 . The Company expects to incur significant costs”…
The clause “$ 0.0001 par value, 445,000,000 shares authorized, 1,142,125 shares (excluding 7,475,000 shares subject to possible redemption) and none issued and outstanding as of September 30, 2025 and none for December 31, 2024 114 - Class B”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G, a routine regulatory compliance exhibit filed under Section 13(d) of the Securities Exchange Act to disclose beneficial ownership of greater than five percent of a registered equity class. The excerpt names Mangrove Partners IM, LLC and Nathaniel August as co-filers but supplies no share counts, percentages, purchase prices, or transaction dates. Accordingly, the filing reports no adjustments to the redemption calendar, no updates to the $10.47 trust-account-per-share balance, no extension proposals, no target-acquisition status, and no sponsor trading activity. Why it matters: Although the text contains zero substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes, Schedule 13G filings function as positional trackers for institutional and individual capital. In a SEARCHING SPAC, such disclosures signal whether outside shareholders are accumulating voting weight that could later sway a business-combination vote, attempt to force a trust distribution, or quietly prepare secondary placements. Because the submitted language omits the exact equity percentage and cost basis, investors cannot determine whether this positioning alters the tradable float available for redemption or shifts the approval threshold relative to the November 29, 2026 deadline. No operational or financial assertions are present in the excerpt to attribute; the document stands solely as an administrative ownership update.(flagged for human review)
What changed: Schedule 13G — beneficial ownership report naming Glazer Capital, LLC and Paul J. Glazer as the reporting entities. Glazer Capital, LLC and Paul J. Glazer report their current beneficial ownership positions in CHPG. The filing contains no data, updates, or commitments regarding redemption thresholds, trust account balances, extension proposals, merger agreement milestones, or sponsor transaction history. The excerpt lists no share quantities, percentage holdings, or monetary figures. Why it matters: The Schedule 13G establishes routine regulatory compliance for the named holders and verifies their continued registered status. Because the report discloses no shifts in voting power, no statements of investment intent, and no operational or financial metrics, it does not alter shareholder redemption calculations, capital preservation assumptions, or the sponsor’s acquisition timeline. Investors derive no actionable intelligence regarding target validation, deal financing, or fiduciary performance from this submission.
What changed: Routine compliance exhibit: a Schedule 13G/A amendment to a beneficial ownership report listing joint reporting entities AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC. The filing designates an amendment (/A) to a prior disclosure, but the provided text contains only entity identifiers and an SEC accession number. It omits all amended share quantities, percentage thresholds, transaction dates, purchase/sale activities, and purpose statements that typically drive mechanical changes in a 13G filing. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document delivers no operative updates regarding those mechanics. It confirms continued institutional aggregation by a quantitative investment firm but discloses no shift in voting rights, acquisition intent, or financing commitments. The filing contains zero references to customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a standard regulatory update, it neither accelerates nor delays the underlying capital structure timeline, nor does it signal sponsor activity or extension mechanisms beyond confirming ongoing passive ownership registration.
What changed: A Form 3 (Statement of Changes in Beneficial Ownership), which is a routine SEC compliance exhibit filed to disclose insider equity positions and transactions. The filing, submitted by director, CEO, and Chairman Timothy Boon Liat Lim on 2025-10-20, states 'No non-derivative transactions or holdings reported.' The reporting officer records zero purchases, sales, or derivative adjustments for the covered period. Why it matters: As a null insider activity report, this Form 3 offers no updated signals on sponsor conduct, conviction, or liquidity positioning relative to the SEARCHING status, the $10.47 trust value per share, or the November 29, 2026 redemption deadline. It does not trigger, delay, or modify any extension mechanism, redemption vote, or trust distribution schedule. According to the filing's own text and cover page, the exhibit contains no substantive forward-looking statements, customer references, revenue metrics, market size estimates, technology descriptions, partnership acknowledgments, or litigation disclosures attributable to management, underwriters, or sponsors. The static snapshot of director and chief executive equity positioning neither advances nor impedes the business combination timeline, though investors tracking sponsor alignment will note the continued absence of new insider acquisition activity during the active search window.
What changed: Current Report on Form 8-K announcing the immediate resignation of founding Chairman, CEO, and director Bala Padmakumar (effective July 31, 2025) and the concurrent appointment of Boon Liat Timothy Lim as the new Chairman, CEO, and director (effective October 17, 2025). Executive leadership managing the target search has transitioned. The filing contains no amendments to the trust account ($10.47 per share), does not alter the business combination deadline (November 29, 2026), does not propose an extension, and reports zero progress toward a specific transaction. Instead, it attaches Exhibit 10.1 detailing Mr. Lim’s compensation structure: two separate $13,250 milestone payments, with the first triggered upon executing a definitive agreement with a target and the second upon consummating the initial business combination. Why it matters: This represents a clean administrative succession that leaves all shareholder liquidity mechanics, trust protections, and the liquidation countdown intact. The heavily deal-contingent compensation model (two $13,250 payments, with no base salary disclosed in the offer letter excerpt) structurally aligns the new CEO's incentives strictly with deal closure rather than tenured operation. For trust holders and redemption-trackers, the operator change does not inject new risk into the trust, accelerate dilution, or threaten the November 2026 wind-down date. Director William W. Snyder, who led the search, states in the attached press release that the board intends to leverage Mr. Lim's Southeast Asia operating background to drive the search, confirming the 'SEARCHING' status remains active with no deviation from the original prospectus timeline.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025 — ChampionsGate Acquisition Corp's first quarterly filing after its May 29, 2025 IPO. This is a routine compliance document but contains the first post-IPO balance sheet and initial trust account funding. Trust account funded with $75,372,084 ($10.08 per share) from IPO proceeds and private placement. CEO Bala Padmakumar resigned effective July 31, 2025 (subsequent event). Sponsor director Sunny Kah Wei Tan died in August 2025, creating uncertainty over sponsor control. Working capital is only $89,900; the company disclosed substantial doubt about going concern. The promissory note from the Sponsor ($426,975) was partially repaid ($350,000) and the remainder transferred to a working capital loan. No business combination target has been identified or discussions initiated. Why it matters: The trust is fully funded at $10.08 per share, providing a baseline redemption value. The CEO resignation and the sponsor director's death introduce governance and execution risk. The going concern disclosure and thin working capital raise the urgency for a deal or extension; the company has 18 months from May 29, 2025 (until Nov. 29, 2026) to complete a business combination, with possible extensions requiring sponsor deposits. Investors should monitor whether the sponsor can manage the extension process and whether a target is found.
trust account, redeemable shares, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- not previously extracted$75.4M
- Redeemable shares
- not previously extracted7.47M
- Going-concern doubt
- stated · unchanged
The clause …“Current Assets 528,536 26,003 Deferred offering costs - 269,102 Investments held in Trust Account 75,372,084 - Total Assets $ 75,900,620 $ 295,105 Liabilities and Shareholder’s Deficit Current Liabilities Accounts payable and accrued”…
The clause “$ 0.0001 par value, 445,000,000 shares authorized, 1,142,125 shares (excluding 7,475,000 shares subject to possible redemption) and none issued and outstanding as of June 30, 2025 and none for December 31, 2024, respectively 114 - Class”…
The clause …“without limitation, claims by vendors and prospective target businesses. Going Concern Consideration As of June 30, 2025, the Company had a working capital of $ 89,900 . The Company expects to incur significant costs in pursuit of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G Joint Filing Statement (Exhibit I pursuant to Rule 13d-1(k)), confirming that First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC have agreed to submit the underlying beneficial ownership report and all subsequent amendments as a single coordinated filing. The exhibit discloses no alterations to ChampionsGate Acquisition Corp’s redemption calendar, trust distribution mechanics, extension timeline, target search progress, or sponsor conduct. Chad Eisenberg, Chief Operating Officer, signs the document to establish that the three First Trust affiliates accept shared regulatory responsibility for timely Schedule 13G submissions, while maintaining independent liability for accuracy regarding their respective holdings. The provided text contains no numerical data regarding share counts, percentage ownership, or capital amounts beyond the SEC accession number [0001604488-25-000184] and the August 14, 2025 date. Why it matters: This procedural attachment reveals the administrative framework governing a passive institutional position, indicating that affiliated First Trust vehicles are tracking their stake under a unified compliance protocol rather than as independent market participants. Centralizing amendment filings typically reduces disclosure lag and ensures consistent reporting timing across related funds. While the exhibit does not trigger any SPAC mechanical events or shift the November 29, 2026 search deadline, joint filing structures often reflect coordinated portfolio management; investors should track future amendments for aggregate position changes or threshold crossings. The filing references no customers, revenue streams, market size estimates, strategic initiatives, technology assets, commercial partnerships, litigation exposures, or key personnel transitions.
What changed: Form 12b-25 Notification of Late Filing submitted to the United States Securities and Exchange Commission to formally disclose the postponement of a quarterly report on Form 10-Q. No adjustments to the SPAC’s redemption mechanics, trust distribution schedule, business combination timeline, or sponsor control have been enacted. Chief Financial Officer Evan M. Graj states the registrant encountered a delay in assembling information and finalizing the quarterly report on Form 10-Q for the period ended June 30, 2025. Pursuant to Rule 12b-25(b), the Company pledges to deliver the overdue report on or before the fifth calendar day following the prescribed due date. The filing confirms all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months were filed on schedule, and the registrant asserts it does not anticipate any significant change in operating results for the subject period. Why it matters: This submission reflects routine administrative friction rather than a strategic pivot, liquidity crunch, or target acquisition update. Management’s representation that prior disclosures were timely and that no material operating shifts are expected indicates processing lag instead of governance deterioration or pipeline stagnation. Compliance trackers should monitor subsequent quarterly submissions because recurring late filings can precipitate exchange delisting notices or restrict certain corporate actions. Once the actual Form 10-Q is published, investors will need to review disclosed cash balances, deferred underwriting commissions, and search-stage expenditures to evaluate whether the remaining extension window provides adequate runway for closing a business combination.
What changed: This document IS a routine compliance exhibit consisting of two Limited Powers of Attorney (Exhibit A and Exhibit B) appended to a Schedule 13G filing, used to formally delegate signature authority for SEC disclosures. Nothing changed regarding the tracked mechanics: no updates are provided to redemption deadlines, trust value per share, extension status, target acquisition progress, or sponsor conduct. As documented by Mizuho Financial Group, Inc. and its listed subsidiaries (Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC), the sole substantive action is the authorization granted to Takahiro Katsura, Managing Director and Head of Global Branches & Subsidiaries Coordination Office, to execute, amend, supplement, and timely file Form 13G and associated exhibits with the U.S. Securities and Exchange Commission on behalf of the undersigned. No claims concerning customers, revenue, market size, corporate strategy, technology, commercial partnerships, active litigation, or operating personnel are contained in the text. Why it matters: This filing holds no weight for investors assessing the SPAC’s trust account conditions, liquidation timelines, redemption triggers, extension voting, business combination milestones, or management oversight. It is strictly a procedural instrument acknowledging that the designated attorneys-in-fact bear no liability for the underlying regulatory compliance, which remains with the Mizuho entities themselves until revocation.
What changed: A Schedule 13G beneficial ownership report. The filing contains no adjustments to the $10.47 trust per share, no modifications to the 2026-11-29 search deadline, no updates on merger progress, and no disclosures regarding sponsor conduct. It exclusively registers cumulative beneficial ownership thresholds for AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC. Why it matters: For investors tracking redemption windows and trust mechanics, the report functions as a routine compliance exhibit confirming institutional position sizing rather than triggering procedural changes. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the filing text contains no statements from executives, sponsors, or advisors, it provides no directional insight into deal viability or governance shifts, leaving tracking participants dependent on prior proxy filings and official announcements for timeline or valuation milestones.
What changed: A Form 8-K Current Report under Item 5.02 formally documenting the immediate resignation of Chairman, CEO, and Director Bala Padmakumar, along with the termination of his employment offer letter. Mechanics and Redemption Calendar: The filing does not amend the trust account balance, shareholder redemption rights, extension voting procedures, acquisition deadline, or announced transaction progress. Substance and Leadership Claims: The registrant reports that on July 31, 2025, Mr. Bala Padmakumar notified the board of his decision to resign all company positions, effective immediately. The company states Mr. Padmakumar had no known disagreement with the company on any matter relating to operations, policies, or practices. He received all monthly compensation per an offer letter dated May 21, 2024 (amended May 11, 2025) through July 31, 2025, and the agreement is deemed terminated as of that date. Chief Financial Officer Evan M. Graj signed the report on August 5, 2025. The document lists three classes of securities registered on NASDAQ: units (CHPGU), class A ordinary shares (CHPG), and rights (CHPGR). Why it matters: For a SPAC in SEARCHING status, the simultaneous departure of both the Chief Executive Officer and Chairman creates a leadership vacuum at the precise stage where management is required to identify, negotiate, and execute a business combination. This governance gap introduces execution risk that may delay target evaluation, require the board to quickly appoint interim leadership to satisfy fiduciary duties, and heighten uncertainty for public shareholders managing redemption exposure prior to the liquidation window. The explicit disclaimer regarding operational disagreements serves to signal undisturbed sponsor conduct, but the unilateral exit of the principal executives nonetheless elevates strategic risk and may prolong the pre-deadline search timeline without providing a confirmed replacement roadmap.
What changed: SEC Form 4 – Statement of Changes in Beneficial Ownership (routine compliance exhibit). The filing records that Padmakumar Bala, serving as director, CEO, and chairman, executed zero non-derivative transactions and disclosed no change in reportable holdings during the covered period. No purchases, sales, conversions, or transfers of equity were entered into. Why it matters: This submission establishes a neutral baseline for sponsor conduct and redemption mechanics. Because the leadership team neither acquired nor disposed of shares, there is no fresh signal altering deal trajectory, extension planning, or shareholder redemption expectations. Investors tracking the search phase should treat this as a status-maintaining compliance event rather than a developmental catalyst.
What changed: A Form 8-K Current Report under Item 4.01 disclosing a change in the registrant’s independent registered public accounting firm. On July 31, 2025, the Company’s audit committee dismissed UHY LLP as its independent auditor and immediately engaged TAAD, LLP to serve as auditor for the fiscal year ending December 31, 2025. The filing states that UHY LLP audited the Company from its incorporation on March 27, 2024, through December 31, 2024, and issued a clean opinion containing only an explanatory paragraph citing substantial doubt about the Company’s ability to continue as a going concern. The Company asserts there were no disagreements with UHY LLP on accounting principles, financial statement disclosures, or audit scope, and confirms that neither the Company nor anyone acting on its behalf consulted TAAD, LLP on accounting treatments or audit opinions prior to engagement. The disclosure was signed by Chief Financial Officer Evan M. Graj on August 5, 2025, and includes a consent letter from UHY LLP. Why it matters: The filing contains no update to the SPAC’s trust value, redemption calendar, business combination search progress, or sponsor conduct. It does not modify the November 29, 2026 extension deadline or trigger any automatic liquidation, trust distribution, or shareholder vote mechanics. The going concern notation attributed to UHY LLP reflects the Company’s pre-combination operating phase rather than a funding shortfall that would force redemptions. As a routine compliance filing addressing external audit succession, it leaves investor redemption exposure, trust accruals, and extension calculations entirely unchanged.
What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2025. The filing confirms the IPO occurred on May 29, 2025; 7,475,000 units sold at $10.00, generating $74.75M gross. Trust funded with $75,123,750 ($10.05/unit). Sponsor surrendered 4,507,258 Class B shares April 30, 2025. Company has an accumulated deficit of $368,173 as of March 31, 2025. No merger agreement or target identified. Management compensation was revised on May 11, 2025. Why it matters: The 18-month deadline for a business combination runs from May 29, 2025, to November 29, 2026. Trust value ($10.05 per share) is above par. Redemption mechanics are standard. The sponsor's share surrender and the going concern disclosure (working capital deficit of $636,853 pre-IPO) are material for assessing sponsor alignment and liquidity risk.
What changed: A Form 12b-25, Notification of Late Filing, submitted to the SEC regarding the delayed submission of the Form 10-Q for the period ended March 31, 2025. The registrant announced a delay in assembling information and finalizing the quarterly report, committing under Rule 12b-25 to file it on or before the fifth calendar day following the prescribed due date. Chief Executive Officer Bala Padmakumar verified that all other periodic reports required during the preceding 12 months were filed on time, and confirmed that no significant change in results of operations is anticipated. The filing does not alter the stated redemption deadline of November 29, 2026, nor does it disclose any trust drawdowns, extension votes, or business combination negotiations. Why it matters: Late-filing notifications temporarily suspend investor access to updated financial statements, which complicates verification of whether trust balances remain intact, whether sponsor conduct warrants a pause in redemption calculations, or whether undisclosed accounting issues might trigger a proxy contest or extension push. The CEO’s attribution of the delay strictly to internal information assembly, combined with the explicit statement that earnings will not reflect material operational shifts, suggests routine administrative friction rather than a sudden liquidity crunch or deal collapse. Investors should expect the delayed 10-Q within five calendar days and prepare for potential scrutiny once the full financial package drops, as any unannounced liabilities, auditor qualifications, or unusual related-party transactions would immediately reshape redemption calculus and extension viability. No customer, revenue, market size, technology, partnership, personnel, or litigation claims appear in the text.
What changed: Form 8-K current report and accompanying press release announcing the separate trading commencement of Class A ordinary shares and rights from the company's initial public offering units. The filing reports that, commencing on or about June 20, 2025, holders may elect to separate the Class A ordinary shares (ticker: CHPG) and rights (ticker: CHPGR) from the units (ticker: CHPGU). The company states that 7,475,000 units were sold in the offering, with Clear Street LLC acting as the sole book-running manager. Registration Statement File No. 333-283689 was declared effective on May 14, 2025. Separation requires brokers to contact the transfer agent, Continental Stock Transfer & Trust Company. The press release reaffirms that the company remains a Cayman Islands exempted blank check entity organized to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination, noting that target identification efforts are not limited to any particular industry or geographic region. CEO and Chairman Bala Padmakumar is identified as the primary contact at 419 Webster Street, Monterey, CA 93940. Why it matters: This administrative notice does not modify the active redemption deadline, adjust the trust account balance, or indicate progress toward a business combination target. By enabling the mechanical division of composite units into liquid equity and fractional acquisition rights, the company establishes a clearer secondary market baseline for valuation prior to any shareholder vote. Investors tracking liquidity thresholds and holder behavior ahead of the redemption window should monitor trading volume and pricing dynamics in the newly separable CHPG and CHPGR instruments. The filing contains no litigation updates, financial performance data, strategic pivots, or sponsor conduct changes beyond standard corporate administration.
What changed: Form 8-K Current Report disclosing the consummation of its initial public offering and private placement, accompanied by an audited balance sheet and detailed financial notes. ChampionsGate Acquisition Corporation reports that on May 29, 2025, it consummated an IPO of 7,475,000 units at $10.00 per unit for $74,750,000 in gross proceeds, followed immediately by a private sale of 230,000 units to ST Sponsor Investment LLC for $2,300,000. The filing states that proceeds of $75,123,750 ($10.05 per unit) were placed into a trust account administered by Continental Stock Transfer & Trust Company, leaving $464,339 in cash outside the trust. According to the audited financial statements included as Exhibit 99.1, independent registered public accounting firm UHY LLP issued a going concern opinion stating the company has generated zero operating revenue, expects to continue incurring significant professional costs, and holds working capital deemed insufficient to complete planned activities for one year from the statement's issuance date. The Company notes it will have 18 months from the IPO closing to execute a business combination, with a provision to extend the period up to 27 months by having the sponsor deposit $747,500 for every three-month interval, capping total extension loans at $1,495,000. The underwriting agreement discloses a deferred commission of $1,495,000 payable upon business combination completion, which the underwriter agreed to forfeit pro rata alongside other trust distributions in a liquidation scenario. Notes to the financials also detail amended executive compensation, specifying the CEO will receive $7,500 monthly until 90 days post-close plus $22,500 upon entering a definitive agreement and another $22,500 upon closing the combination, while the CFO receives $5,000 monthly during the same interim period plus $15,000 milestones. Why it matters: This filing establishes the definitive trust pool of $75,123,750 for all future redemption mechanics, anchoring per-share payout assumptions to the documented $10.05 basis. The unmodified going concern qualification elevates liquidation probability absent timely financing or acquisition activity, directly informing investor timing and extension monitoring. Tracking the $747,500 quarterly extension requirement becomes operationally critical, as missing those deposits triggers the automatic liquidation threshold outlined in the charter. The explicit forfeiture of the $1,495,000 deferred underwriting fee alters the liquidation waterfall by tying third-party compensation to de-SPAC success rather than guaranteeing payout. Additionally, the financial notes warn that trust proceeds could become subject to creditor claims prior to public shareholder distribution, and note that the sponsor's indemnification liability remains unverified and potentially limited to company securities, introducing measurable legal downside risk for holders anticipating redemption after a failed combination attempt.
What changed: A Form 3 initial statement of beneficial ownership, submitted as an insider ownership report. The filing reports that Padmakumar Bala, identified as a director, CEO, and Chairman, holds 10,000 shares directly. No redemptions, trust balance adjustments, deadline modifications, extension votes, or business combination milestones are disclosed. The issuer’s SEARCHING status and underlying trust mechanics remain untouched by this submission. Why it matters: Because the filing attributes the full position to a single executive and records no dispositions or new purchases, investors tracking sponsor conduct observe no immediate shift in insider alignment or liquidity pressure. Without any statements on target acquisition, merger timelines, trustee interest accrual, or shareholder vote scheduling, the document does not alter redemption windows or valuation metrics, but it formally establishes a verified baseline of direct ownership of 10,000 shares ahead of any future business combination proceedings.
What changed: A Schedule 13D submission that files as Exhibit 10.4, titled 'Membership Interest Subscription Agreement By And Between The Sponsor And Sponsor HoldCo, Dated As Of February 25, 2025,' executed among ST Sponsor Investment LLC, ST Sponsor Limited, and ChampionsGate Acquisition Corporation. According to Section 1(a) and 1(c), ST Sponsor Limited transferred all 6,517,419 Class B ordinary shares ($0.0001 par value) to ST Sponsor Investment LLC, which purchased those shares and concurrently assigned 100 membership interests to the Subscriber. As documented in Section 2(i) and the signature blocks, the Subscriber-ST Sponsor Investment LLC entity appointed Sunny Tan Kah Wei as Manager, and the SPAC consented to updating its register of members to reflect ST Sponsor Investment LLC as the new holder. Per Sections 5 and 6, the Subscriber and LLC acknowledged that the Class B Shares remain restricted securities subject to existing lock-up provisions, a Letter Agreement, and a Share Transfer Agreement requiring the transfer of 20,000 Class B Shares to each of three SPAC director nominees. As stated in Section 7(a), the LLC acknowledged that if the underwriter’s IPO over-allotment option is not exercised in full, the LLC will forfeit up to 870,967 Class B Shares (on a prorated basis) so that remaining founder holdings equal exactly 22.5% of post-IPO Ordinary Shares, excluding warrants, rights, or aftermarket purchases. The filing alters neither the sponsor’s aggregate Class B share count, the SPAC’s search status, the current $10.47 per-share trust balance, nor the November 29, 2026 redemption deadline. Why it matters: Because the agreement reallocated existing founder shares rather than issuing new equity, it does not dilute public shareholders, adjust redemption mechanics, or extend the operating window. According to Section 4(b) and 4(d), the Subscriber represented it holds the Transferred Shares solely for investment purposes with no present plans to resell or fractionalize them, while both parties acknowledged they have no foreseeable need for liquidity and can bear indefinite lock-up risk. Per Section 8(b), the LLC and SPAC jointly represented the SPAC has no undisclosed debts or liabilities. The internal management designation of Sunny Tan Kah Wei as Manager and the execution of mutual indemnification covenants (Section 10) signed by CEO Bala Padmakumar reflect standard sponsor restructuring rather than operational development. The document contains no information regarding prospective targets, customer agreements, historical or projected revenue, market sizing, technology platforms, strategic partnerships, or active litigation. Consequently, while it verifies the sponsor’s continued 6,517,419-class-B-share anchor and formal acknowledgment of the 22.5% post-money forfeiture boundary, it provides no actionable signal regarding deal momentum, trust utilization trajectories, or deadline modification pathways.
What changed: Form 3 — insider ownership report, classified here as a routine compliance exhibit disclosing initial beneficial stock positions for ChampionsGate Acquisition Corp. The filing attributes direct shareholdings of 230,000 shares, 1,150,161 shares, and 800,000 shares to ST Sponsor Investment LLC and ST Sponsor Ltd, both identified as 10% owners. This submission records baseline sponsor inventory and contains no modifications to the SEARCHING status, the $10.47 per share trust value, or the 2026-11-29 redemption deadline. No updates to extension voting schedules, target acquisition progress, or sponsor conduct are disclosed. Why it matters: Form 3 initiates ongoing Section 16 reporting for the sponsor entities. The exact quantities cited—230,000, 1,150,161, and 800,000 shares—provide the immutable reference point for evaluating all subsequent Forms 4 and 5, which would reveal whether the sponsor adjusts its capital commitment prior to any future business combination announcement, extension ballot, or liquidation event tied to the November 29, 2026 deadline. The document contains no operational claims, revenue figures, market size projections, technology disclosures, partnership negotiations, litigation matters, or executive personnel changes; it serves solely as a regulatory ledger of initial sponsor equity placement.
What changed: Form 8-K current report filed by ChampionsGate Acquisition Corporation (CHPG) to report the consummation of its initial public offering (IPO) on May 29, 2025, and the entry into related material definitive agreements. The SPAC completed its IPO of 7,475,000 units at $10.00 per unit, generating gross proceeds of $74,750,000 (including full exercise of over-allotment). Concurrently, it sold 230,000 private units to sponsor holdco for $2,300,000. Net proceeds of $75,123,750 ($10.05 per unit) were placed in the trust account. The trust will be released upon the earliest of: (a) completion of an initial business combination, (b) redemption in connection with certain charter amendments, or (c) failure to complete a business combination by November 29, 2026 (extendable up to August 29, 2027). The company also appointed three independent directors (William W. Snyder, David Mao, Robert H. Grigsby) and adopted a Second Amended and Restated Memorandum and Articles of Association. Why it matters: This filing establishes the SPAC's baseline trust value ($10.05 per share), the redemption deadline (November 29, 2026 with possible extensions to August 29, 2027), and the sponsor's lock-up and waiver terms. For redemption calendar tracking, the deadline is now set; no business combination has been announced, so the SPAC remains in search mode. The per-share trust value is $10.05, not the $10.47 listed in the user's header (the filing itself shows $10.05). Investors should note the sponsor and insiders have agreed to vote in favor of a business combination, waived redemption rights on founder/private shares, and are subject to lock-up. The trust may only be used to pay taxes and dissolution expenses interest prior to a deal.
What changed: An SEC Form 4 insider ownership report for ChampionsGate Acquisition Corp, classified by the filer as a statement of changes in beneficial ownership. According to the Form 4 filing, the company’s $10.47 per-share trust reserve, the 2026-11-29 liquidation deadline, extension protocols, and shareholder redemption mechanics remain entirely unmodified and unmentioned. Regarding sponsor conduct and deal progress, the document records only that 10% owner William Walter Snyder conducted an open-market transaction on 2025-05-27, disposing of 20,000 shares at $0.004 and retaining 20,000 shares afterward. Beyond those operational mechanics, the filing contains no disclosures about customers, revenue streams, addressable market size, corporate strategy, proprietary technology, commercial partnerships, pending litigation, or executive personnel changes. Why it matters: The SEC submission verifies that the reporting person sold equity at $0.004, a figure structurally separate from the documented $10.47 trust amount, while preserving a 20,000-share stake ahead of the 2026-11-29 cutoff. For investors tracking default trajectories and trust adequacy, the report confirms zero alterations to the redemption calendar or trust distribution framework, but it quantifies a measurable reduction in insider alignment that could influence voting leverage and sponsor commitment if a business combination surfaces. Because the data originates directly from the compliance filing, it establishes a verified baseline of post-transaction holdings without implying active target negotiations, bridge financing, or trust fund reallocation.
What changed: A Form 3 insider initial ownership report. The filing discloses that director David Mao holds 20,000 shares directly. It triggers no alteration to the trust account, public float, redemption window, or the November 29, 2026 search deadline. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this entry carries no structural consequence. The $10.47 per-share trust balance remains unaffected, and no business combination progress or extension vote is recorded. According to the SEC filing itself, the document contains no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or active personnel changes beyond the registered director position. This report solely establishes a Section 16 compliance baseline for future insider activity monitoring.
What changed: Prospectus for the initial public offering (IPO) of ChampionsGate Acquisition Corporation, a blank-check company incorporated in the Cayman Islands, filed pursuant to Rule 424(b)(4). This IPO prospectus establishes all key SPAC mechanics: 6,500,000 units at $10.00 each, each unit consisting of one Class A ordinary share and one right (eight rights entitle holder to one additional share). The trust account will initially hold $10.05 per public share (totaling $65,325,000, including proceeds from a private placement of $2,153,750). The deadline to complete a business combination is 18 months from closing (or up to 27 months if the sponsor deposits $0.10 per unit for each three-month extension). Public shareholders may redeem their shares for a pro rata portion of the trust upon a business combination or upon liquidation if no deal is completed. Insiders (sponsor and management) hold 2,170,161 Class B shares (with up to 283,064 subject to forfeiture) and 215,375 private units, all subject to lock-up restrictions. The sponsor (ST Sponsor Limited, controlled by Malaysian citizen Sunny Tan Kah Wei) paid approximately $0.012 per insider share, creating significant potential dilution for public investors. Why it matters: This document sets the foundational terms for all future investor decisions. Key points include: (1) initial trust value of $10.05 per share, (2) a 18–27 month completion window, (3) redemption rights that may limit deal feasibility if too many shares are redeemed, (4) severe dilution from insider shares (public investors pay $10.00 per unit while sponsors paid $0.012 per share), (5) potential CFIUS complications due to Malaysian sponsor ownership, (6) management's prior SPAC experience includes CEO Padmakumar's role in Monterey Capital Acquisition Corp., which saw ~51% redemptions and subsequent trading price of $0.22 for the combined entity, and (7) extension provisions require sponsor deposits to extend the timeline.
What changed: Form 3 insider ownership report. According to the filing, reporting person Tan Kah Wei—identified in the document as a 10% owner—lists three direct shareholdings: 230,000 shares, 1,150,161 shares, and 800,000 shares. The document reports no acquisitions, dispositions, or changes to prior positions. Why it matters: Per the filing, this initial submission establishes baseline Section 16 beneficial ownership for regulatory disclosure rather than recording executed trades. Because the document notes zero transactional movement, it does not advance the redemption deadline, alter trust distribution mechanics, or indicate deal progression. For investors monitoring sponsor conduct and post-redemption equity, this snapshot provides a fixed reference point to benchmark against future Forms 4 that would actually reveal tender elections or capital commitments.
What changed: Form 3 — insider ownership report documenting initial beneficial ownership of ChampionsGate Acquisition Corp shares by Director Robert Hewlett. Nothing altered regarding redemption deadlines, trust value, extension timelines, deal progress, or sponsor conduct. The filing solely records an existing equity position and does not trigger, pause, or modify any SPAC mechanical terms or investor redemption windows. Why it matters: Per the Form 3 submission itself, Director Grigsby Robert Hewlett directly holds 20,000 shares. Attributed exclusively to the filer's own regulatory statement, this confirms baseline director positioning without signaling imminent target identification, customer acquisition milestones, revenue generation, market expansion efforts, technological deployments, strategic partnerships, or active litigation. For investors monitoring the SEARCHING status and deadline proximity, this disclosure carries no pricing leverage, trust accounting impact, or timeline compression; it is a static compliance snapshot rather than an operational or strategic inflection point.
What changed: A routine compliance exhibit and initial insider ownership report (SEC Form 3). The filing discloses that Evan Maxwell Graj, listed as director and CFO, holds 60,000 direct shares. This entry establishes a baseline beneficial ownership position and does not record a purchase, sale, conversion, or derivative transaction. Why it matters: Because this is an initial registration statement, there are no updates to the redemption calendar, trust value mechanics, extension voting windows, or target identification progress. The text contains zero claims regarding customers, revenue, market size, strategic direction, technology, partnerships, litigation exposure, or additional executive appointments. All reported figures—the 60,000 direct shares—appear verbatim in the filing. The SEARCHING operational status, $10.47 trust per share, and 2026-11-29 deadline remain governed by the company's charter and prior shareholder communications. Investors monitoring sponsor alignment see a confirmed 60,000-share director-CFO position, while investors tracking redemption or extension mechanics should reference earlier proxy and amendment filings for active decision points.
What changed: Form 3 — Insider Ownership Report for ChampionsGate Acquisition Corp, identifying director William Walter Snyder as the reporting person and stating he reported no non-derivative transactions or holdings. Snyder reported zero non-derivative security acquisitions or dispositions. The filing does not alter the stated trust value of $10.47 per share, the SEARCHING operational status, or the November 29, 2026 business combination deadline. No extension proposals, trust account interest adjustments, underwriting fee changes, or redemption price recalculations are disclosed. Why it matters: This establishes a clean baseline for insider position tracking prior to any announced merger or de-SPAC transaction. Because Snyder holds or transferred no non-derivative shares, there is no new evidence of sponsor accumulation, warrant/coupon exercise activity, or secondary supply that would pressure retail redemptions or trigger early liquidation. The filing contains no claims regarding customer pipelines, revenue runs, addressable market size, commercialization strategy, proprietary technology, joint ventures, regulatory investigations, or executive succession. It remains a routine compliance submission that confirms structural continuity without advancing deal progress.
What changed: Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. The registrant formally registered three classes of securities for trading on The Nasdaq Stock Market LLC: units (each consisting of one Class A Ordinary Share with a par value of $0.0001 per share and one right to acquire one-eighth of a Class A Ordinary Share), Class A Ordinary Shares, and standalone rights. The filing incorporates the full security descriptions from the company’s Form S-1 (File No. 333-283689, originally filed December 9, 2024). It introduces no amendments to the trust account balance, redemption deadlines, extension mechanisms, target acquisition progress, or sponsor governance. Why it matters: This administrative filing confirms post-IPO exchange listing eligibility without altering investor exit parameters or the business combination timeline. Chief Executive Officer Bala Padmakumar certified the registration on May 14, 2025, from the principal executive offices at 419 Webster Street, Monterey, CA 93940. Because the document contains zero operational disclosures, customer metrics, revenue forecasts, market positioning claims, technology assertions, partnership agreements, or litigation updates, it functions strictly as a regulatory compliance step that verifies the continued Section 12(b) registration of the SPAC’s public securities rather than providing catalysts for redemption behavior or valuation assessment.
What changed: Amendment No. 5 to a Form S-1 Registration Statement under the Securities Act of 1933. The Registrant updated Part II to disclose total estimated offering expenses of $750,000, itemized as Legal fees and expenses $350,000, Nasdaq listing and filing fees $80,000, Printing and engraving expenses $30,000, Accounting fees and expenses $55,000, SEC/FINRA expenses $77,504, Reimbursement of Offering Expenses $125,000, and Miscellaneous expenses $32,496. According to Item 15, the filing details recent unregistered issuances of 6,677,419 Class B ordinary shares to the sponsor at a per-share price of approximately $0.004 per share. The filing also states the sponsor committed to purchase 215,375 private units at $10.00 per unit for $2,153,750, with all proceeds placed in the Trust Account, and agreed to acquire up to 14,625 additional private units pro rata upon over-allotment exercise to ensure at least $10.00 per share sold to the public remains in trust. The filing notes the sponsor transferred all insider shares to St Sponsor Investment LLC, with Mr. Tan appointed as manager, and directed the Sponsor HoldCo to transfer 20,000 insider shares each to William W. Snyder, David Mao, and Robert H. Grigsby. The Registrant acknowledged up to 283,064 shares remain subject to forfeiture to achieve a 22.5% post-offering insider ownership percentage and confirmed none of the insiders indicated any intention to purchase units. Exhibit 5.1 presents an opinion from Harney Westwood & Riegels dated May 5, 2025, confirming valid issuance of up to 7,475,000 Units at US$10 per Unit (including a 975,000-unit over-allotment option) and authorization for up to 112,125 Representative Shares. Why it matters: The Registrant’s disclosure provides transparent visibility into sponsor economics, trust funding safeguards, and share forfeiture mechanics critical for investor dilution and trust value modeling. The documented $750,000 expense load and $2,153,750 private placement commitment directly reduce net capital available relative to gross proceeds while reinforcing the $10.00 per public share trust floor. The filing’s accounting by Harney Westwood & Riegels establishes Cayman Islands legal enforceability for the governing transaction documents ahead of pricing. Furthermore, the Registrant’s explicit restructuring of founder shares through a holding company and direct allocation to three named independent directors signals impending board composition shifts and governance realignment before the business combination search formally accelerates. The statement that insiders have no current intention to purchase offering units clarifies near-term liquidity and capital commitment expectations among management and early stakeholders.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.